Charter for the Corporate Governance and
Nominating Committee of the Board of Directors of Synopsys,
Inc.

The Corporate Governance and
Nominating Committee shall identify and recommend to the Board
candidates for membership on the Board and Board committees,
recommend to the Board candidates for chief executive officer and
other principal corporate offices, develop and recommend criteria
and policies relating to service and tenure of directors, and
oversee matters of corporate governance.

Composition and TermThe Committee shall consist of not
less than three directors. The Committee members shall be appointed
by the Board and shall serve until their successors are appointed.

Administrative MattersThe Committee shall meet at such
times as it determines to be necessary or appropriate, but not less
than twice each year and shall report to the Board at the next
meeting of the Board following each such Committee meeting.

Duties and ResponsibilitiesThe Committee shall have
the following powers and responsibilities:

Recommend to the Board the size and composition of the Board
and the size, composition and functions of the Board committees;

Adopt criteria to be used in reviewing and screening potential
candidates to become Board members;

Establish procedures for identifying candidates for the Board
and periodically review potential candidates;

Engage third parties to conduct searches for director
candidates;

Review and make recommendations for nominees to the Board of
Directors;

Submit to the Board, after such consultation with the chief
executive officer as the Committee deems appropriate, candidates
for director to the extent appropriate in connection with Board
expansions and director resignations or retirements;

Submit to the Board annually candidates for membership on
Board committees and for chairperson of each committee;

Consider and recommend to the Board candidates for successor
to the chief executive officer, president/COO and chief financial
officer of the Company and, as may be agreed with the CEO, other
principal corporate offices when vacancies shall occur in those
offices;

Establish criteria for evaluating the performance of directors
and the Board as a whole;

Monitor and make recommendations to the Board on matters of
Board policies and practices, including policies on director
service and tenure;

Recommend to the Board removal of a director where
appropriate;

Review and make recommendations to the Board regarding
proposals of stockholders that relate to corporate governance and
stockholder proposals for nominations to the Board;

Review the performance of the chief executive officer and such
other senior managers of the company that the Committee, in
consultation with the chief executive officer, deems appropriate;

Review and make recommendations to the Board with respect to
the adoption of governance policies and principles for the
Company;